Common use of Participation Obligations Absolute; Failure to Fund Participation Clause in Contracts

Participation Obligations Absolute; Failure to Fund Participation. The obligations of a Lender to fund its participation in the Letters of Credit in accordance with the terms hereof shall be absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity of any Loan Document; (b) the occurrence of any Default; (c) the existence of any claim, set-off, counterclaim, defense, or other right which such Lender, the Borrower, or any other Person may have; (d) the occurrence of any event that has or could reasonably be expected to have a Material Adverse Effect on the Borrower; (e) the failure of any condition to an advance under the Loan under Article 7 to be satisfied; (f) the fact that after giving effect to the funding of the participation the Outstanding Credit may exceed the aggregate Commitments; or (g) any other circumstance whatsoever, whether or not similar to any of the foregoing. If a Lender fails to fund its participation in a Letter of Credit as required hereby, such Lender shall, subject to the foregoing proviso, remain obligated to pay to the Agent the amount it failed to fund on demand together with interest thereon in respect of the period commencing on the date such amount should have been funded until the date the amount was actually funded to the Agent at a rate per annum equal to the Federal Funds Rate for such period and the Agent shall be entitled to offset against any and all sums to be paid to such Lender hereunder the amount due the Agent under this sentence.

Participation Obligations Absolute; Failure to Fund Participation. The obligations of a Lender holding a Revolving Loans A Commitment to fund its participation in the Letters of Credit in accordance with the terms hereof shall be absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity of any Loan Document; (b) the occurrence of any Default or Event of Default; (c) the existence of any claim, set-off, counterclaim, defense, or other right which such Lender, the Borrowerany Related Party, or any other Person may have; (d) the occurrence of any event that has or could reasonably be expected to have a Material Adverse Effect on the BorrowerEffect; (e) the failure of any condition to an advance under the a Loan under Article 7 5 to be satisfied; (f) the fact that after giving effect to the funding of the participation the Outstanding aggregate outstanding Revolving Loans A plus the aggregate amount of Letter of Credit Liabilities may exceed the aggregate Revolving Loans A Commitments; or (g) any other circumstance whatsoever, whether or not similar to any of the foregoing. If a Lender fails to fund its participation in a Letter of Credit as required hereby, such Lender shall, subject to the foregoing proviso, remain obligated to pay to the Agent the amount it failed to fund on demand together with interest thereon in respect of the period commencing on the date such amount should have been funded until the date the amount was actually funded to the Agent at a rate per annum equal to the Federal Funds Rate for such period and the Agent shall be entitled to offset against any and all sums to be paid to such Lender hereunder the amount due the Agent under this sentence.

Participation Obligations Absolute; Failure to Fund Participation. The obligations of a Lender Bank to fund its participation in the Letters of Credit Swingline Loans in accordance with the terms hereof shall be absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever, including, including without limitation, the following circumstances: (a) any lack of validity of any Loan Document; (b) the occurrence of any Default; (c) the existence of any claim, set-off, counterclaim, defensedefenses, or other right rights which such LenderBank, the Borrower, any Guarantor, or any other Person may have; (d) the occurrence of any event that has or could reasonably be expected to have a Material Adverse Effect on the BorrowerEffect; (e) the failure of any condition to an advance under the a Loan under Article 7 III to be satisfied; (f) the fact that after giving effect to the funding of the participation the Outstanding Credit Committed Exposure may exceed the aggregate CommitmentsBorrowing Base; (g) the fact that the Swingline Loan is an Overadvance Loan made in accordance with Section 2.03(a)(iii); or (gh) any other circumstance whatsoever, whether or not similar to any of the foregoing. If a Lender Bank fails to fund its participation in a Letter of Credit Swingline Loan as required hereby, such Lender Bank shall, subject to the foregoing proviso, remain obligated to pay to the Agent Swingline Lender the amount it failed to fund on demand together with interest thereon in respect of the period commencing on the date such amount should have been funded until the date the amount was actually funded to the Agent at a rate per annum equal to the Federal Funds Effective Rate for such period and the Administrative Agent shall be entitled to offset against any and all sums to be paid to such Lender Bank hereunder the amount due the Agent under this sentence.

Participation Obligations Absolute; Failure to Fund Participation. The obligations of a Lender holding a Revolving Commitment to fund its participation in the Letters of Credit in accordance with the terms hereof shall be absolute, unconditional, unconditional and irrevocable and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity of any Loan Document; (b) the occurrence of any Default; (c) the existence of any claim, set-off, counterclaim, defense, or other right which such Lender, the Borrowerany Loan Party, or any other Person may have; (d) the occurrence of any event that has or could reasonably be expected to have a Material Adverse Effect on the BorrowerBorrower or any other Loan Party; (e) the failure of any condition to an advance under the a Loan under Article ARTICLE 7 hereof to be satisfied; (f) the fact that after giving effect to the funding of the participation the Outstanding Revolving Credit may exceed the aggregate Revolving Commitments; or (g) any other circumstance whatsoever, whether or not similar to any of the foregoing. If a Lender fails to fund its participation in a Letter of Credit as required hereby, such Lender shall, subject to the foregoing proviso, remain obligated to pay to the Administrative Agent the amount it failed to fund on demand together with interest thereon in respect of the period commencing on the date such amount should have been funded until the date the amount was actually funded to the Administrative Agent at a rate per annum amount equal to the Federal Funds Rate for such period and the Administrative Agent shall be entitled to offset against any and all sums to be paid to such Lender hereunder the amount due Administrative Agent or the Agent Fronting Bank under this sentence.

Participation Obligations Absolute; Failure to Fund Participation. The obligations of a Lender holding a Revolving Commitment to fund its participation in the Letters of Credit in accordance with the terms hereof shall be absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever, including, without limitation, the following circumstances: (a) any lack of validity of any Loan Document; (b) the occurrence of any Default; (c) the existence of any claim, set-off, counterclaim, defense, or other right which such Lender, the Borrowerany Loan Party, or any other Person may have; (d) the occurrence of any event that has or could reasonably be expected to have a Material Adverse Effect on the Borrowerany Loan Party; (e) the failure of any condition to an advance under the a Loan under Article 7 8 to be satisfied; (f) the fact that after giving effect to the funding of the participation the Outstanding Revolving Credit may exceed the aggregate Revolving Commitments; or (g) any other circumstance whatsoever, whether or not similar to any of the foregoing. If a Lender fails to fund its participation in a Letter of Credit as required hereby, such Lender shall, subject to the foregoing proviso, remain obligated to pay to the Agent the amount it failed to fund on demand together with interest thereon in respect of the period commencing on the date such amount should have been funded until the date the amount was actually funded to the Agent at a rate per annum equal to the Federal Funds Rate for such period and the Agent shall be entitled to offset against any and all sums to be paid to such Lender hereunder the amount due the Agent under this sentence.

Participation Obligations Absolute; Failure to Fund Participation. The obligations of a Lender Bank to fund its participation in the Letters of Credit Swingline Loans in accordance with the terms hereof shall be absolute, unconditional, and irrevocable and shall be performed strictly in accordance with the terms of the Loan Documents under all circumstances whatsoever, including, including without limitation, the following circumstances: (a) any lack of validity of any Loan Document; (b) the occurrence of any Default; (c) the existence of any claim, set-–off, counterclaim, defensedefenses, or other right rights which such LenderBank, the Borrower, any Guarantor, or any other Person may have; (d) the occurrence of any event that has or could reasonably be expected to have a Material Adverse Effect on the BorrowerEffect; (e) the failure of any condition to an advance under the a Loan under Article 7 III to be satisfied; (f) the fact that after giving effect to the funding of the participation the Outstanding Credit Committed Exposure may exceed the aggregate CommitmentsBorrowing Base; (g) the fact that the Swingline Loan is an Overadvance Loan made in accordance with Section 2.03(a)(iii); or (gh) any other circumstance whatsoever, whether or not similar to any of the foregoing. If a Lender Bank fails to fund its participation in a Letter of Credit Swingline Loan as required hereby, such Lender Bank shall, subject to the foregoing proviso, remain obligated to pay to the Agent Swingline Lender the amount it failed to fund on demand together with interest thereon in respect of the period commencing on the date such amount should have been funded until the date the amount was actually funded to the Agent at a rate per annum equal to the Federal Funds Effective Rate for such period and the Administrative Agent shall be entitled to offset against any and all sums to be paid to such Lender Bank hereunder the amount due the Agent under this sentence.